Company Limited By Guarantee Not Having a Share Capital

Many charitable and professional bodies find this form of company to be a suitable vehicle as they wish to secure the benefits of separate legal personality and of limited liability but do not require to raise funds from the members.

A Company Limited by Guarantee not having a Share Capital is a public company and there must be a minimum of one member. The members’ liability is limited to the amount they have undertaken to contribute to the assets of the company, in the event it is wound up, not exceeding the amount specified in the memorandum. If a guarantee company does not have a share capital, the members are not required to buy any shares in the company.

Note: the facility to file abridged accounts does not extend to guarantee companies without share capital. Nor do they qualify for audit exemption.

THE FOLLOWING ARE INCLUDED IN THIS PACK:

  • Free company name check
  • A1, Memorandum and Articles of Association prepared for your business
  • Forms witnessed by our in house signatory
  • Companies Registration Office fee included in price
  • Company Registered in two – three working days
  • Original Certificate of Incorporation
  • Copies of all documents filed
  • Soft copy of Memorandum and Articles of Association – needed to open bank Account
  • Minutes of First Meeting
  • Directors Consent Form
  • Secretary Consent Form
  • Member & Shareholder Consent Form
  • Register of Members
  • Company Director and Secretary duties booklet

REQUIREMENTS TO FORM A COMPANY LIMITED BY GUARANTEE NOT HAVING A SHARE CAPITAL IN IRELAND

  • Minimum of two directors (one director needs to be an EEA resident):

Anyone can be a director of a company and you do not need any particular qualifications or experience. A person does not need to work for the company or own shares in it. One of the directors is required to be resident in a member state of the European Economic Area (EEA). If you don’t have a director who is based in the European Economic Area (EEA), you need to take out a Section 43 insurance bond (last service at bottom of page). We require one proof of identity and one proof of address for all directors, secretary and shareholders (click here for more information).

  • Minimum one Secretary:

Anyone can be a secretary of a private company limited by shares and you do not need any particular qualifications or experience. A person does not need to work for the company or own shares in it. The secretary may be one of the directors of the company. A body corporate may act as a secretary to another company, but not to itself.

  • Minimum One Member:

Anyone can be a member of a company and people do not need any particular qualifications or experience.
We require one proof of identity and one proof of address for all members (ID requirements).

  • Registered office:

It is a requirement that all companies formed in Ireland must have a registered office address based in Southern Ireland. The registered office of a company is where all CRO correspondence and all formal legal notices addressed to the company will be sent.
The address must be a physical location, not just a post office box number, because people have the right to visit the company’s registered office to inspect certain registers and documents and to deliver the documents by hand. A letter addressed to the company at its registered office address must be capable of being delivered by An Post.
If you do not have a registered office address in Ireland we will gladly provide you with this service for a fee of €250.00 per annum (Registered Office information).